HEARTLAND PAYMENT SYSTEMS INC 4

Accession 0001144354-16-000164

CIK 0001144354operating

View on SEC.gov Company Profile

Filed

Apr 25, 8:00 PM ET

Accepted

Apr 26, 9:01 PM ET

Size

41.2 KB

Accession

0001144354-16-000164

Insider Transaction Report

Form 4

Period: 2016-04-22

HEARTLAND PAYMENT SYSTEMS INCHPY

Kallenbach Charles

Chief Legal Officer, GC & Sec.

Transactions

Disposition to Issuer
Common Stock
2016-04-22−37,918→ 0 total
Disposition to Issuer
Restricted Stock Units
2016-04-22−13,453→ 0 total
Exp: 2023-12-06→ Common Stock (13,453 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−11,028→ 0 total
Exp: 2024-12-19→ Common Stock (11,028 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−3,615→ 0 total
Exp: 2025-12-11→ Common Stock (3,615 underlying)
Award
Restricted Stock Units
2016-04-22+5,378→ 5,378 total
Exp: 2023-12-06→ Common Stock (5,378 underlying)
Award
Restricted Stock Units
2016-04-22+5,560→ 5,560 total
Exp: 2023-12-06→ Common Stock (5,560 underlying)
Award
Restricted Stock Units
2016-04-22+11,028→ 11,028 total
Exp: 2024-12-19→ Common Stock (11,028 underlying)
Award
Restricted Stock Units
2016-04-22+9,734→ 9,734 total
Exp: 2024-12-19→ Common Stock (9,734 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−5,378→ 0 total
Exp: 2023-12-06→ Common Stock (5,378 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−673→ 0 total
Exp: 2023-12-06→ Common Stock (673 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−9,734→ 0 total
Exp: 2024-12-19→ Common Stock (9,734 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−1,103→ 0 total
Exp: 2019-12-19→ Common Stock (1,103 underlying)
Award
Restricted Stock Units
2016-04-22+3,615→ 3,615 total
Exp: 2025-12-11→ Common Stock (3,615 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−2,711→ 0 total
Exp: 2024-12-19→ Common Stock (2,711 underlying)
Award
Restricted Stock Units
2016-04-22+13,453→ 13,453 total
Exp: 2023-12-06→ Common Stock (13,453 underlying)
Disposition to Issuer
Restricted Stock Units
2016-04-22−5,560→ 0 total
Exp: 2023-12-06→ Common Stock (5,560 underlying)

Footnotes (20)

[F1]In connection with the acquisition (the "Merger") of Heartland Payments Systems, Inc. ("Heartland") by Global Payments Inc. ("Global Payments"), pursuant to the Agreement and Plan of Merger, dated as of December 15, 2015, by and among Heartland, Global Payments, Data Merger Sub One, Inc. and Data Merger Sub Two, LLC, on April 22, 2016, the Reporting Person received $53.28 in cash and 0.6687 of a share of Global Payments common stock for each share of Heartland common stock owned by the Reporting Person.
[F10]These restricted stock units, which provided for vesting in four equal installments beginning on December 6, 2013, were cancelled in the Merger in exchange for 450 shares of Global Payments common stock and a cash payment of $35,860.10.
[F11]On December 19, 2014, the reporting person was granted a target of an aggregate of 4,411 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 11,028 performance restricted share units.
[F12]These restricted stock units were cancelled in the merger in exchange for 7,374 shares of Global Payments common stock and a cash payment of $587,603.97.
[F13]On December 19, 2014, the reporting person was granted a target of an aggregate of 4,867 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 9,734 performance restricted share units.
[F14]These restricted stock units were cancelled in the merger in exchange for 6,509 shares of Global Payments common stock and a cash payment of $518,637.06.
[F15]The restricted stock units vest in four equal annual installments beginning December 19, 2015. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
[F16]These restricted stock units, which provided for vesting in four equal installments beginning on December 19, 2014, were cancelled in the Merger in exchange for 737 shares of Global Payments common stock and a cash payment of $58,811.54.
[F17]On December 11, 2015, the reporting person was granted a target of an aggregate of 3,615 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 3,615 performance restricted share units.
[F18]These restricted stock units were cancelled in the merger in exchange for 2,417 shares of Global Payments common stock and a cash payment of $192,633.79.
[F19]The restricted stock units vest in four equal annual installments beginning December 19, 2016. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.
[F2]Each restricted stock unit represents a contingent right to receive one share of Heartland's common stock.
[F20]These restricted stock units, which provided for vesting in four equal installments beginning on December 11, 2015, were cancelled in the Merger in exchange for 1,812 shares of Global Payments common stock and a cash payment of $144,506.23.
[F3]On December 6, 2013, the reporting person was granted a target of an aggregate of 5,381 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 13,453 performance restricted share units.
[F4]These restricted stock units were cancelled in the merger in exchange for 8,996 shares of Global Payments common stock and a cash payment of $716,777.44.
[F5]On December 6, 2013, the reporting person was granted a target of an aggregate of 2,689 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,378 performance restricted share units.
[F6]These restricted stock units were cancelled in the merger in exchange for 3,596 shares of Global Payments common stock and a cash payment of $286,560.22.
[F7]On December 6, 2013, the reporting person was granted a target of an aggregate of 2,780 performance restricted stock units. The performance restricted stock units vest based on the satisfaction of certain performance criteria by Heartland during the performance periods. In connection with the Merger, the performance restricted stock units were accelerated at the maximum payout, so the reporting person received an aggregate of 5,560 performance restricted share units.
[F8]These restricted stock units were cancelled in the merger in exchange for 3,717 shares of Global Payments common stock and a cash payment of $296,310.54.
[F9]The restricted stock units vest in four equal annual installments beginning December 6, 2014. Vested shares will be delivered to the reporting person as soon as administratively practicable following the vesting of the restricted stock unit.

Documents

1 file

4
wf-form4_146171889120905.xmlPrimary
FORM 4

Issuer

HEARTLAND PAYMENT SYSTEMS INC

CIK 0001144354

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001144354

Filing Metadata

Form type: 4
Filed: Apr 25, 8:00 PM ET
Accepted: Apr 26, 9:01 PM ET
Size: 41.2 KB

View on SEC.gov